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Sprint completes private placement of wireless spectrum-backed notes

October 2016

Clients Sprint Corporation

Jones Day represented Sprint Corporation, a communications services company, in connection with the issuance by three special purpose, bankruptcy-remote, wholly owned subsidiaries of Sprint (the Issuers) of $3.5 billion of Series 2016-1 3.36% Senior Secured Notes, Class A-1 (the Notes) in a private transaction exempt from the registration requirements of the Securities Act of 1933. The Issuers’ directly owned subsidiaries acquired a portfolio of FCC licenses and a small number of third-party leased license agreements (the Spectrum Portfolio) from subsidiaries of Sprint, which comprise a portion of Sprint’s 2.5GHz and 1.9GHz spectrum holdings, representing approximately 14 percent of Sprint’s total spectrum holdings on a MHz-pops basis. The Spectrum Portfolio serves as collateral for the Notes. The Spectrum Portfolio is leased back to Sprint Communications Inc. pursuant to a long-term lease agreement, the rental payments for which are sufficient to service the Notes.

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